Current Report Filing (8-k)
08 November 2017 - 10:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2017
Titan Energy, LLC
(Exact name of registrant specified in its charter)
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Delaware
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001-35317
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90-0812516
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(State or Other Jurisdiction
Of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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425 Houston Street, Suite 300
Fort Worth, TX 76102
(Address of principal executive offices, zip code)
Registrants telephone number, including area code:
800-251-0171
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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First Lien Facility Amendment
On November 6, 2017, Titan Energy, LLC (the
Company
), its subsidiary, Titan Energy Operating, LLC (
Titan
Operating
), as borrower, and certain subsidiary guarantors entered into a Fourth Amendment (the
First Lien Amendment
) to the Companys Third Amended and Restated Credit Agreement with Wells Fargo Bank, National
Association, as administrative agent, and the lenders party thereto (the
First Lien Facility
). The First Lien Amendment has an effective date of October 31, 2017. The First Lien Amendment confirms the conforming and
non-conforming
tranches of the borrowing base at $228.7 million and $30 million, respectively, but requires the Company to take actions (which can include asset sales and equity offerings) to reduce the
conforming tranche of the borrowing base to $190 million by December 8, 2017 and to $150 million by August 31, 2018. The maturity date of the
non-conforming
tranche of the borrowing base
was confirmed as May 1, 2018. The Company is required to use proceeds from asset sales to make prepayments.
Pursuant to the First
Lien Amendment, the lenders agreed to a limited waiver of certain existing defaults with respect to financial covenants, required repayments of borrowings and other related matters. The waiver terminates upon the earliest of
(i) December 8, 2017, (ii) the occurrence of additional events of default under the First Lien Facility and (iii) the exercise of remedies under the Companys second lien credit facility (the
Second Lien
Facility
).
The First Lien Amendment also requires the Company to hedge at least 50% and 80% of its 2019 projected proved
developed producing production by December 31, 2017 and March 31, 2018, respectively.
This summary of the First Lien Amendment
does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the First Lien Amendment, which is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Standstill Extension
In connection with,
and as a condition to, the effectiveness of the First Lien Amendment, the lenders under the Second Lien Facility agreed to extend the standstill period under the intercreditor agreement (during which the lenders under the Second Lien Facility are
prevented from pursuing remedies against the collateral securing the Companys obligations under the Second Lien Facility) until December 29, 2017.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 of this Current Report on Form
8-K
is incorporated by
reference herein.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Fourth Amendment to Third Amended and Restated Credit Agreement, dated effective as of October
31, 2017, among Titan Energy Operating, LLC, as borrower, Titan Energy, LLC, as parent, the subsidiary guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Dated: November 8, 2017
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TITAN ENERGY, LLC
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By:
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/s/ Jeffrey M. Slotterback
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Name:
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Jeffrey M. Slotterback
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Title:
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Chief Financial Officer
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